Commissioning Governance Services

Vanessa Cardui

Welcome and Outline

WHAT THIS LEARNING RESOURCE WILL COVER

This is a step-by-step guide to things you need to consider when commissioning services from someone. The examples given will be about commissioning governance services, from us, Project Catalyst’s Governance Guild; but the process is applicable to anything. This resource will help you to:

1. identify what services you need, and define where the task starts and stops;

2. clarify what kinds of values and working-methods you need to see from someone you commission;

3. identify the questions you need to ask someone you are considering working with, and the things you need to get agreement on;

4. create a written agreement with the other person or organisation, to commission them for a specific piece of work, which ensures you both get what you need. (1)

5. assess whether the commission is on track, and processes to use if things do go wrong.

The activities should take around (how long?) to complete.

(1) NOTE: The type of written agreement we suggest is not a formal contract, but a memorandum of understanding (MOU). An MOU is an agreement between two or more equals, to work on a specific piece of work. It is not legally binding, and it’s only applicable to a one-off commission - it doesn’t constitute any kind of ongoing partnership. Although an MOU can be written in any way you want, this resource suggests key elements that would be useful to include. None of them is essential, so you can work through the modules and select or omit elements that you find useful.

STRUCTURE OF THIS LEARNING RESOURCE

Module 1: Introduction.

• What is commissioning and why might you do it?

• An example: Using this learning resource to commission Governance Guild

• Learning activity 1 - is a commission a good approach for you?

Module 2: pre-commissioning

• Task groundwork (defining the commission and the task)

  • Why do it?

  • Learning activity 2: defining the task

• Values groundwork (defining the values you want to embed)

  • Learning activity 3: An activity using your mission statement (optional)

  • Learning activity 4: Key attributes

Module 3 - writing your MOU

Module 1: Introduction

(ESTIMATED TIME: 30 mins)

WHAT IS COMMISSIONING, AND WHY WOULD YOU DO IT? (AND WHY WOULDN’T YOU?)

Commissioning an organisation or an individual to do some work for you means less of a commitment than an ongoing partnership would involve. Because a commission is finite (it has a defined end-point), it allows you to temporarily pull in skills that you don’t have in-house, without having to create an ongoing formal partnership.

It therefore means you need to define very clearly the task(s) that you’re commissioning someone to do, and where they start and stop. If you design a commission yourself, it can be exactly what you need, rather than paying for an off-the-shelf package from someone which might not completely fit.

But commissioning someone means you need to think about your own values and proceses, so the collaboration works smoothly. It can be problematic (not always, but often) if you commission someone who thinks or works in a very different way from you, or who has very different values from yours. And if you are not fully clear what your own values and approach are, you can accidentally end up commissioning someone who clashes with you in an important way, which will make the commission less likely to succeed.

Lastly, creating a commission means you need to think about how (and when - at what point(s) in the process) you’ll assess whether the commission is on track or not, and how to troubleshoot. This can include elements such as defining goals, effective documenting, using ongoing reflective practice, and using retrospectives.

Why wouldn’t you create a commission?

If you’re not ready as an organisation - e.g. if you’re not clear what your values are, or what services you really need, or if you are short on capacity to manage and monitor the commission - it might not be the best idea.

If you’re actually looking for an ongoing partnership or collaborative relationship, a finite commission might be unsatisfying. You can use it as a first step - but the approach needed for an ongoing partnership is so different, using a commission as a “taster” might not tell you very much.

Finally, the skills you need might be things you know you eventually need to develop in-house, so a commission might feel like a bad idea. However in this case, a useful approach is to design a commission that includes an element of training and skills-building for you, and to commission someone who can help you build your own capacity, as well as initially doing the task(s) for you. It’s useful here to include a very strong element of evaluation and retrospective in the commission, so that you can use it to learn and to build your own approach after the commission ends. These are areas that Governance Guild specialises in.

USING THIS LEARNING RESOURCE TO COMMISSION GOVERNANCE GUILD

If Governance Guild (GG) is the organisation that you are interested in commissioning services from, you could use this learning resource to do this. There are several approaches we can take to providing services, and we can tailor our offer to suit your organisation.

GG provides (either itself, or via collaboration with other entities) a range of governance services to projects both within Project Catalyst and outside, including:

• wallet and treasury management;

• documentation;

• recordkeeping and archiving;

• facilitation;

• project admin;

• project management, both human and technical;

• process design, using a range of approaches including grounded theory, theory of change, and (any others we want to list?)

• writing governance processes and documents such as Codes of Conduct, mission statements, etc;

• event design and management;

• networking, promotion and marketing;

• innovation ideation, including Project Catalyst proposal-development;

• support and self-led training in project governance and management.

LEARNING ACTIVITY 1: IS A COMMISSION A GOOD APPROACH FOR YOU?

After reading this module:

• Identify some services or pieces of work that you need outside input on. Is commissioning a good approach for you on these? Why/why not?

• If a commission might work for you, should it include a learning or capacity-building element, or do you just need someone to do the task for you?

Module 2: Pre-commissioning

(ESTIMATED TIME: 15-40 mins)

Why do this module?

The aim of the “pre-commissioning” process is to help you clarify what your organisation is looking for.

Your instinct may be to just look at people’s prices and jump straight in. However, the issues covered in this module will have to be clarified at some point, and it’s much more effective to do it before you commission anyone, rather than six weeks in, after something has gone wrong and you have begun to suspect that the organisation you chose is a poor fit for you.

This module contains a total of 3 learning activities, in two sections.

You only need to complete 1 in each section to move on to the next module.

SECTION 1: TASK GROUNDWORK (DEFINING THE COMMISSION AND THE TASK)

Why do it?

If you intend to put your commission out to tender, you need to define what you’re asking for, so people can apply.

But even if you already know who you want to commission, a well-defined task is easier to work with and easier to monitor.

LEARNING ACTIVITY 2: DEFINING THE TASK

This activity will lead you through several approaches to defining the task you want to commission someone for. You don’t have to use all of them - if any feel irrelevant for you, skip them.

First, create a document (which you can share with anyone else in your team who is part of the decision process). We’ll call this your commission plan.

As you go through the questions below, add all your answers to your commission plan doc. If any of the questions are not relevant to what you’re working on, feel free to skip them.

1. Start with your aim. What is the point of the task that you’re commissioning someone to do - what is it supposed to achieve? You can look at this in any of several ways - choose the one(s) that make most sense for you:

   • Outputs: what do you want the organisation that you commission to produce? (this is often about tangible products - build a X, produce a Y.)

   • Outcomes: what results do you want? This is not so much about what will be produced, but about what will happen as a result, and can involve qualitative things like “People will learn X, feel Y, or experience Z”.

   • Changes: what should change, for whom, and when, as a result of the task being done?

   • Who for?: This is good for more open-ended pieces of work, such as a creative commission. The people it’s for can be the ones who define it; and the definition may change as the work goes on.

In your commission plan, make a note of your answer to at least one of the above.

1. Definition of “done” - how will you know when the task is finished? Note that if something unexpected emerges through the process of doing the work, you might not get exactly what you originally expected, and “done” might look different from what you anticipated. This is often a positive in creative projects and community engagement work - it shows that community input has had some effect on your approach - but it might not be positive for other types of work. So be mindful of how rigid you need to be in determining what “done” consists of.

Add a sentence or two to your commission plan to say how you will determine that the task is done, or what “done” will look like..

1. Milestones: are there any key parts of the task that must be complete by a certain date? Or that must be finished to allow the next part of the task to proceed? Or anypoint at which you want to do a mid-term evaluation, or anything you want to check on as you go along?

Identify these milestones, and roughly when they will occur; and add them to your commission plan.

1. Limits: Now try refining the limits of the task by saying what it’s not. If you’re already aware of related or follow-on work you want to do, then defining where this tasks stops and a different one begins, and what would be in and out of scope, can prevent task-creep.

Add a note to your commission plan on where you would want the commissioned workers to stop, or anything you feel is beyond the scope of the task.

1. Skills: Identify the skills needed to do the task, as specifically as you can. Try not to make assumptions - for example, if the task absolutely requires a high level of competence in English, you need to say so, but first, be sure that it really is a requirement. Could someone with intermediate English skills do it? Also, at this point, don’t include skills that might be nice - focus instead on those that are indispensible.

Add to your commission plan a list of the essential skills you’re looking for.

1. Resources: Identify any tools or other resources needed, list them, and define who would be responsible for providing each one - you, or the organisation you commission?

Add this information to your commission plan.

1. Dependencies: Now identify any prerequisite or dependent tasks, and note who is responsible for them and the date(s) they will be ready or need to happen. A rough timescale is useful, especially to check that the prerequisites will be done in time for the commission to start; and for tasks that depend on the commission, you might want to link this in to your milestones.

Add this to your commission plan in whatever way makes sense to you - timeline, calendar, GANTT chart, list of dates, etc.

1. Cost: Do you have an upper limit on what you could pay, in total?

Add this information to your commission plan.

1. Flexibility: Finally, with all of these, note how flexible you are (or aren’t). Go through your commission plan, and highlight any points that you cannot be flexible on.

At the end of this process, you will have a document that defines the task in as much detail as you feel necessary. This will form the basis of your task brief, and your MOU.

Keep hold of your commission plan, because you will add to it in the following section, “Values groundwork”.

SECTION 2: “VALUES” GROUNDWORK (DEFINING THE VALUES YOU WANT TO EMBED)

Why do it?

This section helps you ensure that

• anyone you approach for a commission will know what your values are, and what values and approaches (if any) you expect from them;

• you know what your own boundaries are, and can identify exactly what values you want in the organisation you commission, and what questions you need to ask them to ensure they’re the right fit.

Getting this clear at the start can help both of you monitor whether the commission is working the way you hoped, and identify any problems before they derail things.

How to complete this section

To complete this section and move on to the next module, need to complete Learning Activity 4, Key attributes. You can optionally also complete Learning Activity 3, An activity using your mission statement

Note that particularly for new organisations, these activities might also help you in defining yourself as a group, and might be useful beyond the commissioning process itself.

LEARNING ACTIVITY 3: AN ACTIVITY USING YOUR MISSION STATEMENT

This activity is optional.

It assumes your organisation has a mission statement, statement of values, or similar. If you don’t have such a statement, you can move straight to Activity 4.

• Open your commission plan doc. At the end of it, paste a copy of your mission statement.

• Highlight 1 to 4 things in your mission statement that you believe would most strongly affect your decision on this commission. It might be a value that the organisation that you commission would need to share in order for you to work with them; or something that will influence what questions you need to ask them; or something that needs to be set out in your MOU with them.

• Make a note next to each of the values that you have selected, to say exactly how you see it affecting the commissioning process. See the example below for details.

• Remove all the extraneous detail, so you’re left with just the 1 to 4 things that the organisation you commission needs to be on board with, and the reasons.

• If there are no such items in your mission statement (some organisations create their values statements purely for themselves, and do not expect those they work with to adhere to them too), that’s OK. You can mark this section as complete by noting in your commission plan that you are completely flexible on values.

An example from a 3rd-sector organisation in the UK: let’s call it SHINE. Its core values are

- We believe that everyone can be included

- We are welcoming

- We help people to help themselves

- Our organisation belongs to its members

- We are open and transparent

- We respect people's privacy

The highlighted points might be the 4 points that SHINE would select as things that should inform their commissioning process for a particular task.

The first one (“We believe everyone can be included”) might mean that before commissioning someone, SHINE would want to see their equalities policy, and ask how they work inclusively.

The second one(“We help people to help themselves”) suggests an overall ethos of capacity-building and learning. This would suggest that SHINE will be looking for support to learn how to do tasks for themselves, rather than commissioning someone to do those tasks for them.

The third one (“Our organisation belongs to its members”) might mean SHINE needs to ask potential collaborators whether they have the skills to be involved directly in consulting with the community, or whether they need SHINE to manage the consultation and feed the results back to them. It might also mean SHINE needs to make sure the project timescale includes time for sufficient community consultation.

And the last one (“We respect people’s privacy”) means it will probably be important to SHINE to ask about someone’s data protection policies before working with them. SHINE will probably want to clarify in an MOU what data the commissioned organisation will need access to, how they would protect it, and under what circumstances and where they would share it. There might also need to be a conversation about intellectual property, to clarify how the commissioned organisation will protect SHINE’s IP.

• So by the end of this process, your document might look like this:

• Share and discuss your commission plan, and the points you have identified, on the forum.

OPTIONAL

We could include GG’s values statement here as a note? or even include it in the activity, ask people to look at it and see if we are a good fit for them, and say why/ not? Could be useful feedback for us

LEARNING ACTIVITY 4: KEY ATTRIBUTES

This activity is mainly aimed at those who do not have a formal written mission statement, values statement, or similar; however, you *can* do this activity even if you do have one.

Working either alone, or with whoever else in your organisation needs to be part of this:

1. Decide on up to 3 attributes that you would most want to see from an organisation you commission. (For example: “Transparency; clear communication; punctuality”; or “Commitment to equality; safeguarding our privacy; provable expertise”.) Add these to your commission plan.

There might be more then 3 things you want - if so, this becomes a prioritising exercise. Start with a brainstorm of all the things you want, and then decide which 3 are the most important to you. (Note: a Miro board is a good tool for this if you’re working in a group - all write possible attributes onto sticky notes (one per sticky note), then move the stickies around as you discuss them, in order to prioritise.) When you have decided, add the 3 things to your commission plan document.

1. Look at the 3 things you have selected. For each one, what would you write into your MOU to ensure you get it?

Note that this isn’t about how you’ll decide if a prospective collaborator can offer you what you need. That’s a little outside the scope of this activity. You might find out by asking direct questions, or by asking to see evidence (a document or policy; their previous work; etc); or you might go on your gut feeling, or on the other party’s reputation - they’re all valid ways to decide. But here, your focus is on what happens once you have decided. What should your written agreement with your chosen organisation say about your 3 issues? See the example below for ideas.

attributes we want	MOU should:
Punctuality	State that people should give at least 6 hrs notice if they will be late, and what action will be taken if it happens often
That they support the inclusion of women	State that at least 2 of their team working on this project should be women Include their equalities statement as an appendix to the MOU; define what will happen if we feel they are not working to their own equalities statement.
That they write good and timely documentation	state when documentation of each meeting should be completed; define where it will be held and who will upload it; define who will assess quality of the documentation; and review after 2 meetings.

Module 3: Writing your MOU

One you have selected who you’re going to work with for this commission, the final step is to create some sort of an agreement between the two of you, that sets out how you will work and what the aims and outputs will be. This helps both of you to keep track of the commission, and makes it easier to assess at the end how well it worked.

One way to do this is to use a Memorandum of Understanding (MOU).

As explained in the Welcome and Outline module, an MOU is not legally binding - but unless the work you’re commissioning is very large and very high-risk, you’re unlikely to need it to be. An MOU doesn’t constitute an ongoing partnership - it’s simply an agreement, between two or more people or organisations, to work together on a specific, one-off piece of work. Because of its relative informality, you can write it in any way you like, so anything you want to add to the framework given in this module is fine - the important thing is that all parties agree to it.

You (the person or organisation offering the commission) will usually write the MOU, and the party or parties you are commissioning will agree to it buy signing. But it can often work well to include whoever you are commissioning in the process of drafting the MOU - so this module will suggest ways to do that.

On the next page, you will find a draft MOU, with spaces for you to insert information that you’ve defined while working through this learning resource. Make a copy of it, and amend it to include your materials

In blue, you will also see suggestions for inputs that the organisation who is being commissioned might need to add. For the purposes of this learning activity, we will assume that you are commissioning Governance Guild to offer facilitation services for your meetings; we’ve included some examples of the kinds of things that we, as the organisation being commissioned, might add to the document at this point.

The parties

The first step is to define who, in each organisation, has the decision-making power and will sign off the finished agreement. You will need to add their names at the end of the document on the next page.

The content

Have your commission plan ready - you’ll need to add material from it to the draft on the next page.

The draft MoU is structured to give a basic outline agreement, and then, in an Appendix at the end, to give the detail of what will actually be done.

You won’t need to change much in the main body of the agreement; but the Appendix is where you will put most of the information that you worked out during this learning process.

DRAFT MoU FOR COMMISSIONING SERVICES

This MoU is is dated [add date] between [the organisation you are commissioning] and [your name or organisation]

The parties agree to work in co-operation to [insert the purpose or aim of the commission, from your commission plan].

1. Introduction 1.1. In this Memorandum of Understanding, the following expressions have the following meanings:

1.1.1 “MoU” This Memorandum of Understanding\

1.1.2 “Services” The services provided by the parties to the MoU

1.1.3 “Date of commencement” The date when the agreement starts.

1.1.4 “Confidential information” Any and all information, whether in writing or otherwise, that is disclosed by either party before, on or after the commencement date including, but not limited to, financial information, marketing data, procedures, business plans, lists of funders, personnel data, business relationships, current products, services and anticipated products and services and financial information concerning the disclosing party’s business, and all disclosures, howsoever made to the other party, in connection with this MoU.

1.1.5 “The Action Plan The plan for the delivery the work, as appended to the MoU and as amended from time to time by the parties.

1.2. The headings in this MOU are for ease of reference only, and have no legal effect. 1.3. In this MOU, the singular shall mean the plural and vice versa 1.4. The MOU is a statement of intent between the parties to work in partnership to implement the Action Plan. It is not considered to be a binding framework and does not create any legal obligations between the parties. 1.5. The purpose of this MOU is to define the role of the parties, including any specific role accorded to a named party; the arrangements for collecting and reporting information between the parties; the procedures by which the parties will work together to achieve the aims of the Action Plan.

2. Scope of the MoU

2.1. The MOU sets out the mutual understanding of the principles underlying the relationship between the parties in matters concerning the planning and delivery of the services described in the Action Plan. 2.2. The MOU is concerned solely with the purposes set out above and may not be extended into other activities in which the parties are involved.

3. Role of the Parties

3.1 Role of [the organisation you are commissioning]: to provide[describe the services they will provide] 3.2 Role of [your organisation] - [describe the services you will provide]

4. Status of the Parties

4.1. The relationship between the parties is that of independent organisations. Nothing in this MOU shall create or be deemed to create a partnership of agency, franchise or employment between the parties. 4.2. No party shall enter into any contractual obligations on behalf of another party without the prior express written consent of an authorised signatory of the other party. 4.3. No fee is payable from one party to another in remuneration for any services provided within the scope of this MOU. 4.4. The MOU will automatically lapse if either party withdraws from participation in the activities described within the Action Plan.

5. Review and Termination

5.1. This MOU will commence on the Commencement Date and will remain in force in accordance with clauses 5.2 and 5.3 5.2. Within [1 month - or add your own time limit] of the Commencement date of the MOU, the parties will undertake a review of the Action Plan and of the MoU and decide whether to extend the term of the Action Plan and the MOU for a further defined period. 5.3. If the parties decide to terminate the Action Plan, the MoU will automatically be ended.

6. Confidentiality

6.1. Both parties agree that, during the term of this MoU, or at any time thereafter, neither they nor any of their agents (including volunteer staff) or sub-contractors, shall divulge, furnish or make accessible to anyone any of the confidential information listed at 1.15 above unless:

6.1.1. At the date of this MOU, the confidential information is already in the public domain or subsequently comes into the public domain through no fault of the other party; 6.1.2. the confidential information rightfully becomes available to the other party from sources not bound by obligations of confidentiality 6.1.3.the confidential information was available to the other party on a non-confidential basis prior to its disclosure to such party; and 6.1.4. the other party is required by compulsion of law to disclose

6.2. The parties agree that all discussions and negotiations shall be carried out on a strictly confidential basis and any statements (either written or oral) to be made in relation to the existence of the negotiations between the parties shall be subject always to written agreement by both parties.

7. Limitation of Liability

Each party which is to provide services under this project accepts liability, without limit in the case of death or personal injury to any person, and in the case of any other loss or damage, arising from the act or omission (including negligence) or wilful misconduct of itself or its employees, agents (including volunteers) or sub-contractors and agrees to indemnify the other party against all losses, expenses (including legal fees), damages or liabilities suffered or incurred by the other Party as a result.

8. Notices

8.1. Any notice given under this MoU by either party must be in writing and may be delivered [add the ways that are acceptable to both parties - for instance, email, posting in a particular Discord or Telegram group, etc].\

9. Dispute Resolution

9.1. If any of the parties considers one or more of the parties to be in breach of their duties under this MoU or has a grievance about some aspect of the operation of the MoU, the parties shall use their best endeavours to resolve the issue through joint discussions.

10. General

10.1. The parties to this MoU do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1969 by any person who is not a party to it.

10.1.1. No variation to this MOU shall be effective unless in writing signed by duly authorised representatives of each of the parties.

Signed by, for and on behalf of [the organisation you are commissioning]

Name …………………………………………………………………………..

Position …………………………………………………………………..

Signature …………………………………………………………………..

Date …………………………………………..

Signed by, for and on behalf of [your organisation]

Name …………………………………………………………………………..

Position …………………………………………………………………..

Signature …………………………………………………………………..

Date …………………………………………..

Appendix 1. The Action Plan\